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Memorandum & Articles of Association

The name of the Society shall be "National HRD Network" hereinafter called "Network".

The Registered Office of the National HRD Network shall be in the city of Ahmedabad, and situated at 40, Cosmo Ville Row Houses, Near Premchand Nagar, Satyagrah Marg, Ahmedabad- 380054.

The objectives for which the National Network is established are :

To help stimulate positive forces for humanizing systems and organisations in national life enabling persons working in them to make their best contribution.

To discover knowledge & skills relevant to HRD, its philosophy, processes, and implementation, through exploration and experimentation.

To generate, acquire and continuously develop new knowledge and skills related to HRD through research and development.

To build a storehouse of knowledge and skills in HRD with the professional rigour of science and philosophy.

To disseminate HRD knowledge and skills among HRD professionals and practitioners, and share information and experiences relating to HRD so as to learn and benefit from each other.

To strengthen the HRD movement in the country by :

Drawing the attention of chief executives of different organisations, agencies and government departments to HRD philosophy and processes and their benefits.

Assisting organisations and agencies in designing and implementing HRD systems, evaluating the impact of HRD processes, and feeding back the results for improvement.

To break new grounds for the HRD movement in terms of coverage of different human systems and organisations based on national needs as well as innovative approaches and technologies.

To help develop professional expertise in HRD.

To maintain standards of professional excellence in HRD.

To act as a clearing house for all referrals related to HRD activities in the country.

In addition to the above, any other objectives pertaining to the development of human resources will be taken up by the HRD Network. The network is a non- political professional body and its objectives will cover all people irrespective of their caste, creed and religion. In order to achieve its objectives, the HRD Network may develop a structure, norms, funding strategy, programmes and activities from time to time. It can promote and provide for training, research and education in Human Resources Development ; can award diplomas, certificates and other distinctions; engage in research, consultancy and publication, collaborate with other institutions and organisations in related fields in India and overseas; raise funds, accept gifts, acquire and sell property for the objectives of the Network; enter into agreement with the government or other statutory bodies; can appoint employees, temporary or on contract for the functioning of the Network and pay the remuneration on the terms and conditions developed by the Network; establish regional chapters; make and enforce rules and bye-laws from time to time and to repeal , amend or alter the same; prepare and maintain accounts of the Network along with annual statements of accounts including balance sheet as may be required by the government ; and engage in all such other lawful things as may be considered conducive or incidental to the attainment of the above objectives.

The income and property of the Network, when so ever derived, shall be applied solely towards the promotion of the objectives of the Network as set forth in the Memorandum of Network and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise, howsoever by way of profits to the persons who at any time are or have been members of the Network or to any person claiming through any of them. Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Network or any members thereof or other persons in return for any service actually rendered to the Network or the payment of interest on money borrowed from any member of the Network.

The liability of the members is limited but any member of the Network who pays or receives any dividend, bonus or other profits in contravention of the fourth paragraph of this Memorandum shall refund the same to the Network.

Every member of the Network undertakes to contribute upto an amount not exceeding Re.1 /- to the assets of the Network in the event of it being wound up during the time that he /she is a member or within one year afterwards for payment of the debts and liabilities of the Network contracted before the time at which he ceased to be a member, and for all the costs , charges , and expenses of winding up the same, and for the adjustments of the rights of the contributories among themselves such amount as may be required , not exceeding Re. 1/-. If upon winding up or dissolution of the Network there remains , after the satisfaction of all its debts and liabilities, any property whatsoever , the same shall not be paid to or distributed among the members of the Network, but shall be given or transferred to some other society or societies to be determined by the votes of not less than three fifths of the members present personally or by proxy at the time of dissolution, or in default thereof, by the Principal Court of original civil jurisdiction at Ahmedabad. The management of the affairs of the Network is entrusted to the Executive Board consisting of the following at the time of registration:

We, several persons whose names and addresses are subscribed are desirous of being formed into a Society in pursuance of this Memorandum of Association:

RULES AND REGULATIONS OF NATIONAL HRD NETWORK

In these rules and regulations unless there be something in the subject or context inconsistent therewith :

"Member" means any class of member of HRD Network for the time being other than an Honorary Member;

"The National President" means the National President of the National HRD Network;

"The Secretary" means the Honorary Secretary of the Network;

"The Treasurer" means the Honorary Treasurer of the Network;

The expressions and terms used in these Rules and Regulations, but not defined in the Rules, shall have the same meaning as defined in the Companies Act, 1956 or any modification or re-enactment thereof.

Membership

The National HRD Network has the following types of membership :

Institutional Membership
Institutional membership is offered to those organisations that are interested in promoting research in the field of HRD and are willing to offer financial support to the Network for research purposes. Every institutional member can nominate two members from the institution to participate in Network's activities as a long term member (10 years). SMEs, as defined by Government of India (only) may opt for an annual membership.

Individual Membership
Any individual, who is interested in HRD and has some knowledge and experience in HRD to share with others, can become a member of the Network. Persons designated as HRD managers, personnel and training managers, chief executives, teachers, researchers and consultants working in the field of HRD, and administrators of voluntary agencies, are some of those eligible for annual / long term (10 years) membership.

Student Membership
Those who are undergoing full-time post-graduate education in management, social sciences, and such other fields related to HRD, are eligible to become student members.

Member Honoris Causa
An individual who has made an outstanding contribution towards the promotion of human resource development may be invited by the National Executive Board to become a Member Honoris Causa.

The membership fee, as decided by the Executive Board and approved by the General Body, from time to time, shall be payable at the time of application for membership.

Membership admission may be obtained by registering with a local network. Admission of membership in various categories shall be approved by the concerned local network. National Network may facilitate membership drive to support local network.

Membership Rights:
All members will have the right to review objectives and structure and formulate bye-laws and select various office bearers and bodies which in turn will have the responsibility of promoting the achievement of the objectives of the Network. The right to dissolve the Network and to decide on its assets and liabilities will rest with them. The Honorary Members and Institutional Members will have the right to participate in the General Body Meetings, and have voting rights like any other member. The student members will have no voting but may be invited to participate in general body meetings at the discretion of the Executive Board.

Cessation of Membership:
Any member shall cease to be on the rolls of the Network by writing a letter addressed to that effect to the local Chapter President. He/ She will automatically cease to be on the rolls if he/she fails to pay his/her annual Individual/ Institutional membership fee before March 31st every year. However, such defaulting members may be reinstated on submitting a fresh application and payment of arrears/ dues to the Network, plus re-admission fee if any. A member may be suspended or terminated from the rolls of the society if in the judgment of the Executive Board, he or she is found guilty of conduct detrimental to the best interests of the Network or the spirit of HRD. The President shall, however, give an opportunity to the concerned person to explain the charges leveled against him or her. The Executive Board of HRD Network will be the final authority to make such a judgment.

Structure of the HRD Network

The National HRD Network will function through local Network at the regional and area level and through its Registered/ Corporate/ National Secretariat's office at the Apex level. The activities of the Network will promote the objectives stated in Section 3 of the Memorandum :

A local Network may be started in a region or city where there are not less than 30 individual and 10 institutional permanent members. The local Network will be registered after approval by the Executive Board of the National Network.

Local Networks will function as autonomous groups registering themselves under the required statutes in their respective places. They will be responsible for the accounts of the financial receipts and expenditures pertaining to their membership and for their activities.

Members of the local Network, whose names along with the portions of their fees are forwarded to the National HRD Network, will be considered and approved by the National Executive Board for the membership of the National HRD Network.

Local network shall adhere to the NHRDN Chapter manual for the effective functioning of the Chapters and assist the National Network in organising activities to promote the HRD spirit, techniques and processes.

Newly set-up Networks may obtain support in terms of financial and other resources from the National Network.

Local Networks will remit to the National Network the following percentage of membership fee / activity surplus as affiliation fee, as given below:

Nature of Membership / Activity

Affiliation Fee (% age)

Annual Individual/ Institutional

30%

Individual life/ Institutional Permanent

30%

Student membership fee

30%

National Conference

50%*

Any Chapter event for furthering of NHRDN objectives

40%*

NHRDN learning centre event

40%*

Surplus to be shared on a quarterly basis as per the audited figures.

Local chapters may submit their proposal for any capital expenditure that they are contemplating for the benefit of furthering the NHRDN agenda to the National Board for their financial support.

Management of the Network:

General Body :

All members including Institutional Members and Honorary Members and excluding Student members will constitute the General Body of the Network. The quorum for the Annual General Body Meeting will be either 10 members or 1/10th of the total number on the rolls of the Network register whichever is lower. In case the quorum is not met, the meeting could be adjourned and reconvened after a lapse of at least three hours.

The meeting of the General Body will be held once a year and the gap between the two successive meetings shall not be more than 18 months. The President will convene the meeting of the General Body. However, extraordinary meetings of the General Body may be called at the decision of the Executive Board or 2/3 of the members on the rolls of the Network.

The General Body Meeting will be chaired by the National President. At least 15 days notice specifying time, place, date, hour and agenda of the meeting will be given to every member issuing notices by ordinary post or by hand- delivery. The General Body will discuss the annual report of the President and approve the audited accounts. In the absence of the National President any member of the Executive Board may be elected to chair the meeting.

The Executive Board will appoint the auditors for auditing the accounts of the Network.

The members may seek information in the General Body meeting about the work and progress of the Network and make suggestions for the promotion and realization of the Network's objectives.

Normally all major decisions will be taken in the General body Meetings, by majority vote. However, voting by mail can be used for such decisions in order to ensure expression of opinions and judgment by the majority of members who cannot always attend General Body Meetings with such a geographical spread of membership. The Secretary, with the approval of the National President, will conduct such postal ballots.

Office Bearers

The office bearers shall be elected by and from amongst the members (including Honorary and Institutional Members) of the Society in good standing.

The National President will be the Chief Executive of the Network. The National President shall (a) chair meetings of the General Body and Executive Board: (b) approve agenda for all these meetings and postal ballots; (c) approve the annual report of the Network; and (d) sign all formal contracts and documents.

The National Secretary of the Network appointed by and reporting to the National President shall with the approval of the National President, call the meetings and arrange postal ballots (in case of election or such other matters) and be responsible for the execution of the work of the Network.

The National Treasurer appointed by and reporting to the National President shall maintain the books of accounts of the Network. He/ She will advise the National President and the Board regarding monitoring the financial policies and norms laid down by the Board from time to time.

The Executive Director, appointed by and reporting to the National President shall be responsible for the National Secretariat and its functioning.

The Regional President appointed by and reporting to the National President, will be responsible for governance of the Chapters assigned to them, render advisory support and build the Network in the designated area.

In each local Network, the office bearers (including the Chapter President) will be selected ideally through a search committee process, under the guidance of National President. The search committee would comprise of eminent people including senior members of that Network.

Executive Committee

The National HRD Network will have an Executive Board consisting of the National President, National Secretary, Immediate Past President, National Treasurer, Executive Director, three members elected by the General Body and three members nominated by the National President. Each region would be represented by a Regional President who will represent the respective Chapters of the region. The National President will appoint Regional Presidents, nominations for which may be sought from the Chapter Presidents in that Region.

The Executive Board would also consist of the NHRDN Chapter Presidents based on the criteria encompassing governance, engagement and network (minimum 500 members) at the Chapter level as per the last day of the last fiscal year.

To ensure inclusion and representation of emerging chapters (other than the above) each Regional President could also nominate one Chapter President from the region. In addition, the Executive Board may co-opt a maximum of three members from among those who undertake significant responsibilities in furtherance of the Network's objectives.

The Office Bearers would be required to discharge the duties assigned to them.

The Office Bearers and other Board members who remain absent from the Board meetings for a prolonged period (three consecutive board meetings) of time would cease to remain a part of the Executive Board.

The term of the Executive Board would be for a period of two years. Therefore, the term of the Office Bearers including the Regional Presidents would be for a period of two years, only.

The Board shall lay down the broad policy guidelines regarding the Network's activities, membership, financial matters and about its future development and growth. It will also be the trustee of the Network.

The Board will have the ultimate authority in establishing external linkages, setting up local Networks, and acquisitions and disposal of fixed assets and property of the Network as per law.

The Board shall meet not less than three times in a year.

The Board meeting will be chaired by the National President.

The quorum of the Board meeting will be five members.

Election

The National President will be appointed by the Executive Board. For this purpose the Executive Board will appoint a Search Committee from among its members and include, if necessary, outsider (s). The Search Committee will identify one or more suitable candidates and recommend them for consideration by the Executive Board. The Board will then select and announce the National President of the Network. The Executive Board will, from time to time, lay down the appropriate process for this purpose keeping in view the overall interests of the Network.

The Executive Board may appoint a Returning Officer (Election Committee) who will invite nominations for the election of 3 elected members of the Executive Board. Recommended qualification criteria to contest to include membership of NHRDN for at least 5 years and should have been an office bearer/executive member of a local Chapter.

Consent of the nominees must be assured, before sending the ballot papers under registered cover to all members for election. The Returning Officer will give a notice of atleast fifteen days for return of ballots by the members. The Returning Officer will decide the election programme and communicate it to all the members. The member to get elected should necessarily go through the election process and atleast 2% of the total national membership pool on the last day of the last fiscal should vote for him / her otherwise the position would stand vacant.

This would ensure that the elected member is a fair representative of the member community. Where the contesting members do not fulfill the criteria of requisite votes in the election process, the Election Committee (to be constituted by the National President) is authorized to recommend from among the contestants on a significant representation basis. The invitation of nominations and elections process must ensure that information is disseminated through all available vehicles such as Newsletter and announcement on the website as well as in Chapter events.

After appointment of the National President, the National President will nominate one of the members as Secretary and another as Treasurer. If he so prefers, he may appoint the Secretary and Treasurer after consultation with other members of the Executive Board. The Executive Board will continue in office till the next selection.

For the appointment of the Presidents of the local Chapters a selection process through a search committee is to be followed (in alignment with the local laws). The local Network shall adhere to the NHRDN Chapter manual for the effective functioning of the Chapters.

The terms of all Office Bearers will be for a period of two calendar years. An Office Bearer may resign by addressing a letter to the National President. The National President may resign by addressing a letter to the Executive Board. The resignation will be effective only after the Board has accepted the same, and has selected an Interim President from amongst the remaining members of the Board. An Office Bearer may also be removed from office by a 2/3 majority of members present in the meeting.

In case of prolonged absence or illness of the President and his inability to call the meeting of the Executive Board or the General Body, as stipulated above, the Secretary shall call the meeting and the Past President will chair these meetings.

Funds

The funds of the Network will be by way of membership fees, research grants, gifts, donations and such other forms.

The Network is not organised for profit, and all its income and property shall be applied solely towards furtherance of the Network's aims and objectives.

The money belonging to the Network shall be deposited in a Scheduled Bank or invested in securities or long term deposits, etc, as decided upon by the Board. The account(s) shall be in the name of the National HRD Network and will be operated jointly by two persons from among the National President, Secretary, Treasurer and two other Executive Board member authorised by Executive Board. The Board may authorise opening of special accounts for specific purposes such as research, publication, etc, and advise the bank of the names of the persons who will operate the accounts. The local Networks will open their own bank accounts. The account will be operated by the Chapter President and one other member as decided by the Executive Body of the local Network.

All financial investments shall be audited at least once a year by the auditors appointed by the General Body.

General

Any modifications in the various clauses of this memorandum of the Network can be made with at least three-fourth majority of members present during the Annual General Meeting or an Extraordinary General Meeting convened for this purpose by the Network. However, in special circumstances, amendment of bye laws can be made by the Executive Board to be ratified by the next General Body meeting.

Amendment in Constitution or Dissolution of the HRD Network

The Network's Constitution can be amended only by the General Body by votes of at least three-fourth majority of members present.

The Network shall be dissolved in accordance with the provisions of the Registration of the Societies Act, 1860, and in the event of the winding up of the Network, assets after clearing debts and liabilities shall be handed over to some other societies/ associations with similar objectives to be decided by votes of at least ¾ of the members present.

The dissolution will take place either at the time of the Annual General Body Meeting or a meeting of the General Body specifically convened for this purpose. At least two months notice will have to be given for such a meeting.

Obligations of a NHRDN Chapter

While the NHRDN Chapter would be emphasized as an independent entity, it is essential for it to follow certain guidelines and also take guidance from the Chapter Manual from time to time.

To follow a timeline of 30 days to share all Chapter activities with NHRDN after the completion of a quarter.

After the completion of a financial year, the Chapter has to submit the audited report and transfer the NHRDN share as per the bye laws, within a period of 90 days. The responsibility of maintaining proper books of accounts and also financial statements need to be audited as per requirements of law, shall vest with the Office Bearers of the local Chapter.

The existing Office Bearers of the Chapter have to ensure that the Change of Guard of Office Bearers happens as per its bye laws and under the overall guidance of the National President.

A new NHRDN Chapter would cease to exist, if the formalities to get it registered with the local State Government and open a new bank account do not get started within a period of 90 days. The same is to be completed within the next one year.

The revised Bye Laws were approved at the 25th AGM of the National HRD Network held on 18th September 2010 at Chennai under the Chairmanship of Mr. N.S. Rajan, National President, National HRD Network.

Registration Number – GUJ/1236/A'bad
This is to certify that National HRD Network Ahmedabad is registered today on 16-12-1986 under Registration of Societies Act. (act 21 of 1860)
Delivered today on 6-12-86 under my signature.
-Seal-

Sd/-
Asst. Registrar of Societies
Ahmedabad Region.

Translated from Original in Gujarati

Spl CC/BPT/2A No.

CERTIFICATE OF REGISTRATION

This is to certify that the public trust mentioned below has been duly registered as a Public Trust under the Bombay Trust Act (Bombay Trust Act 29 of 1950) at the office of the Public Trust Registration of Ahmedabad Region, Ahmedabad.

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